Terms & Conditions of Sale

The terms and conditions of sales (“Agreement”) outlined below are between Nova Solo Furniture (“Nova Solo”) and an Independent Retailer (“Retailer”) (and together with Nova Solo, the “Parties”, and each, a “Party”).

RECITALS

1. Nova Solo manufactures and wholesales a complete line of Nova Solo-branded niche household furnishings to retailers in North America, Europe, Australia and elsewhere (“Product(s)”);
2. Retailer maintains a URL (“Website”) from which consumers may submit orders to purchase, among other things, niche household furnishings;
3. Nova Solo desires to expand its network of retailers authorized to market and sell the Products direct to consumers; and
4. Retailer is able and willing to offer for sale the Products from its Website.

NOW, THEREFORE, the Parties agree as follows:

AGREEMENT

1. RECITALS. The recitals above are true and accurate, are contractual by their nature, and are incorporated into this Agreement by this reference. 
2. APPOINTMENT OF AUTHORIZED RETAILER.
   1. Appointment. Nova Solo hereby appoints Retailer as an authorized, independent retailer, to market and solicit orders of the Products from its Website, and only from its Website, on the terms and conditions herein. Retailer hereby accepts such appointment and shall use commercially reasonable efforts to solicit consumer orders, and to promote and enhance Nova Solo’s business, reputation and goodwill.
   2. No Exclusivity. The appointment described above in Section 2.1 does not grant Retailer any exclusive rights with respect to the subject matter of this Agreement. Nova Solo will authorize parties other than Retailer to solicit retail sales from other websites, for any compensation and upon any other terms as Nova Solo may determine in its discretion. Such compensation and terms may differ from those provided Retailer in this Agreement, PROVIDED that, Nova Solo shall not accept any orders from any retailer, including Retailer, that offers to sell, or sells, any of the Products lower than minimum advertised pricing (“MAP”)*, which Nova Solo shall uniformly maintain throughout its distribution channels. Retailer acknowledges that such other parties may compete with Retailer in the solicitation of consumer orders of Products. *In Europe & Australia a recommended resale price (RRP) policy applies. 
3. RETAILER’S GENERAL OBLIGATIONS.
   1. Website Displays. Retailer shall prominently display on its Website all Product photographs and descriptions provided by Nova Solo, unless otherwise agreed in writing by Nova Solo. Retailer shall update such Product photographs and/or descriptions within fourteen (14) days from its receipt of notice by Nova Solo that Nova Solo has added or replaced any Products, photographs, and/or descriptions.
   2. Pricing. Retailer shall not sell any Product for less than MAP*. Retailer shall not impose additional or different terms and shall not offer customers any discount, rebate, or other material benefits in consideration for ordering from Retailer, except as expressly authorized by Nova Solo in writing. *In Europe & Australia a recommended resale price (RRP) policy applies. 
   3. Taxes. Retailer shall be solely responsible for the collection and payment of any and all foreign, federal, state, and local sales, use, value-added, luxury, and other taxes, duties and charges resulting from each of its orders of Nova Solo Products.
   4. Standard Policies. Retailer shall comply with the standard policies and procedures Nova Solo may promulgate for its independent retailers or sales agents in written notices, guidelines, and bulletins, including, but not limited to, Nova Solo’s Trademark and Brand Policies, as the same may be amended from time to time (collectively, “Policies”). The Policies are posted on the Nova Solo cloud drive and shall at all times be an integral part of this Agreement, and are incorporated into this Agreement.
   5. Standards of Conduct. In all of its activities as an independent authorized retailer for Nova Solo, Retailer shall conduct itself, and shall cause its employees, agents, and representatives to conduct themselves, in a commercially reputable and ethical manner, and shall engage in no deceptive sales practice or other practice which impugns Nova Solo’s commercial reputation and goodwill.
   6. Fulfillment. Nova Solo operates or subleases several warehouses in North America, Europe, Australia and elsewhere, from which Retailer will take possession of ordered Products for transportation and delivery to its customers. Each customer order received by Retailer from its Website shall be fulfilled according to the procedures described below.
      • Immediately upon securing payment authorization from its customer’s issuing bank, Retailer shall submit the order to Nova Solo via electronic mail, or from the Nova Solo B2B eCommerce Platform (either of which, an “Authorized Order”).
      • Upon receipt of an Authorized Order, including any applicable payment due from Retailer, Nova Solo will advise Retailer of the location of the warehouse from which the Product(s) will ship, and the earliest date upon which Retailer may take delivery. 
      • Retailer shall be responsible for all costs associated with the transportation and delivery of the Products from the Nova Solo warehouse through delivery to the customer.
   7. No Tying. In no event may Retailer condition the sale of any Products upon the customer’s acquisition of any other product or service, except as approved by Nova Solo in writing.
4. PRICES; PAYMENT; TITLE; TAXES.
   1. Product Prices. For each Product ordered, Retailer shall pay the most recent published wholesale price to Nova Solo, in the applicable regions currency, pursuant to this Section 4.
   2. Product Price Increases. Nova Solo has the right at any time to increase the prices of any Product upon thirty (30) days advance notice to the Retailer. Such increases shall apply to all purchase orders received after the effective date of the increase. Retailer may order any quantity of Products within such thirty-day period at the pre-revised price or discount, provided that the Retailer requested delivery to occur no later than fifteen (15) days after the effective date of the price increase.
   3. Orders and Payment. Each Authorized Order submitted to Nova Solo shall conform in all material respects to the order submitted to Retailer by its customer. Nova Solo requires full payment from Retailer for the first Authorized Order fulfilled under this Agreement.  Payment terms for all subsequent Authorized Orders are net 30, provided that Nova Solo may establish in writing alternative payment terms for Retailer at any time, at the sole discretion of Nova Solo, in order to promote the credit worthiness of Retailer and to enhance the security of Nova Solo. Any such alternative payment terms required by Nova Solo subsequent to Retailer’s first Authorized Order shall not be deemed a breach of this Agreement.
   4. Title and Risk of Loss. Title and risk of loss passes to Retailer at the time Nova Solo tenders the Products to Retailer (or its shipping agent) at the applicable Nova Solo warehousing facility.
   5. Taxes and Delivery Charges. Wholesale and MAP* pricing exclude any applicable taxes and delivery costs. Retailer is responsible for payment of all applicable taxes, exclusive of taxes based on Nova Solo’s net income. *In Europe & Australia a recommended resale price (RRP) policy applies. 
5. CORRECTIVE ACTIONS.
   1. Nonconforming Products. Many Nova Solo Products are hand-made with materials that are inherently subject to slight variations in color and texture. In the event Retailer receives within thirty days of delivery a communication regarding the condition of any Product delivered to its customer, Retailer shall promptly notify Nova Solo, and the parties will comply with the corrective action procedures described at www.novasolo.com/warranty/.
   2. Nonconforming Orders. As used herein, a “Nonconforming Order” means the delivery of any Product SKU that differs from that ordered by the customer.
      • Retailer shall be responsible for the accurate transmission to Nova Solo of each Purchase Order, and shall undertake all actions and assume all related costs to correct Nonconforming orders.
      • Nova Solo shall be responsible for Nonconforming Orders caused by its own negligence, and shall undertake corrective actions in a commercially reasonable matter at its sole cost.
   3. Returns. The Parties shall comply with the Nova Solo return policies described at www.novasolo.com/return-policy/. 
6. INSURANCE.
   1. Requirements. During the term of this Agreement and continuing for a period of sixty (60) days thereafter, Retailer shall, at its own expense, maintain and carry in full force and effect commercial general liability insurance, at commercially reasonable limits of no less than $1,000,000, and worker’s compensation insurance.  If Retailer transports Products within North America then Retailer shall also have purchased commercial automobile liability insurance with limits no less than $1,000,000 combined single limit for each occurrence involving personal injury and/or property damage. All such policies shall name Nova Solo as additional insured, waive any right of subrogation of the insurers against Nova Solo, and provide than Nova Solo be given at least 30 days written notice prior to cancellation or non-renewal.
   2. Certification. Upon the written request of Nova Solo, Retailer shall provide Nova Solo with copies of the certificates of insurance and policy endorsements for all insurance coverage required by this Section 6, and shall not do anything to invalidate such insurance. This Section 6.2 shall not be construed in any manner as waiving, restricting, or limiting the liability of either party for any obligations imposed under this Agreement (including but not limited to, any provisions requiring a party hereto to indemnify, defend, and hold the other harmless under this Agreement).
7. RETAILER’S REPRESENTATIONS AND WARRANTIES. Retailer makes the following representations and warranties to Nova Solo:
   1. Organization. Retailer is an entity duly organized, validly existing, and in good standing in the jurisdiction of its incorporation or formation; Retailer is licensed to conduct business in every jurisdiction where such qualification is required;
   2. Authority. Retailer has the full right, power, and authority to enter into this Agreement, and to perform its obligations under this Agreement; the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of Retailer
   3. No Conflicts. The execution and performance of this Agreement by Retailer will not breach or in any other way violate any other agreement, understanding, or duty of Retailer to any other person or entity; and
   4. Binding Obligation. When executed and delivered by each of Nova Solo and Retailer, this Agreement will constitute the legal, valid, and binding obligation of Retailer, enforceable against Retailer in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally or the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity).
8. CONFIDENTIALITY.
   1. Scope of Confidential Information. From time to time during the Term, a Party (“Disclosing Party”) may disclose or make available to the other Party (“Receiving Party”) information about its business affairs, goods and services, forecasts, cost and pricing information , marketing strategies, confidential information, and materials comprising or relating to intellectual property rights, trade secrets, third-party confidential information, and other sensitive or proprietary information, as well as the terms of this Agreement, whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information“). Confidential Information does not include information that, at the time of disclosure:
      • Is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 8 by Receiving Party or any of its representatives;
      • Is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided such third party is not and was not prohibited from disclosing such Confidential Information;
      • Was known by or in the possession of Receiving Party or its representatives prior to being disclosed by or on behalf of Disclosing Party;
      • Was or is independently developed by Receiving Party without reference to or use of, in whole or in part, any of Disclosing Party’s Confidential Information; or
      • Is required to be disclosed pursuant to applicable Law.
   2. Protection of Confidential Information. Receiving Party shall at all times during the term of this Agreement and continuing after its expiration or earlier termination or for any reason:
      • Protect and safeguard the confidentiality of Disclosing Party’s Confidential Information with at least some degree of care as Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care;
      • Not use Disclosing Party’s Confidential Information, or permit it to be accesses or used for any purpose other than to exercise its rights to perform its obligations under this Agreement; and
      • Not disclose any such Confidential Information to any person, except to Receiving Party’s representatives who need to know the Confidential Information to assist Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. 
   3. Receiving Party shall be responsible for any breach of this Section 8 caused by it or any of its representatives. On the expiration or earlier termination of this Agreement, Receiving Party and its representatives shall, pursuant to Section 14, promptly return or certify the destruction of all Confidential Information and copies thereof that it has received under this Agreement.
9. INTELLECTUAL PROPERTY.
   1. Nova Solo shall provide Retailer with its logo and trademark usage manual (“Brand Policies”) that specifies the permitted uses of Nova Solo’s trademarks, Product photographs and descriptions, and other commercial symbols (“Marks”). Retailer may use the Marks only in accordance with the provisions of this Agreement and the Brand Policies. Retailer shall not acquire any right to any goodwill, Mark, copyright, or other form of intellectual or commercial property of Nova Solo, except for the limited use rights expressly granted herein.
   2. Retailer shall provide Nova Solo with its logo for the purpose identifying Retailer as an independent retailer on the Nova Solo website. Nova Solo shall not use Retailer’s logo for any other purpose. Nova Solo shall not acquire any right to any goodwill, trademark, copyright, or other form of intellectual or commercial property of Retailer, except for the limited use rights expressly granted herein.
10. LICENSE GRANT.
    1. Subject to the terms and conditions of this Agreement, Nova Solo hereby grants to Retailer a non-exclusive, non-transferable, and non-sublicensable license to use the Nova Solo Marks during the term of this Agreement solely in connection with the marketing, promotion, and sale of the Products on the Website. Retailer will promptly discontinue the display or use of any Mark when requested by Nova Solo. On expiration or earlier termination of this Agreement, Retailer will immediately cease all display, promotion, and use of all of Nova Solo Marks and will not thereafter use, advertise, promote, or display any Mark or any part thereof that is similar to or confusing with Nova Solo’s Marks.
    2. Subject to the terms and conditions of this Agreement, Retailer hereby grants to Nova Solo a non-exclusive, non-transferable, and non-sublicensable license to use the Retailer trademarks during the term of this Agreement solely in connection with the identification to the public of Nova Solo retail partners on the Nova Solo website. Nova Solo will promptly discontinue the display or use of any of Retailer’s trademarks when requested by Retailer. On expiration or earlier termination of this Agreement, Nova Solo will immediately cease all display and use of all of Retailer trademarks.
11. ASSIGNMENT.
    1. Assignment by Nova Solo. This Agreement may be assigned by Nova Solo to any entity which assumes the obligations of Nova Solo hereunder and acquires the right and ability to perform them.
    2. Assignment by Retailer. This Agreement is made by Nova Solo in reliance on the financial, business and personal reputation of Retailer and its ownership and management. Accordingly, this Agreement may not be assigned or encumbered by Retailer.
12. TERM; RENEWAL.
    1. Term. The initial term of this Agreement shall commence on the Effective Date hereof and shall continue, unless terminated in accordance herewith, for a period of one (1) year.
    2. Renewal. Except as provided below, the term shall automatically renew, upon the same terms and conditions, for an unlimited number of successive renewal terms of one year each. Either party may elect to cancel this Agreement for any reason, effective upon the expiration of the then-current term, by delivering written notice thereof to the other party at least forty-five (45) days prior to such expiration.
13. TERMINATION. This Agreement shall be terminable upon the following conditions:
    1. Right to Terminate by Nova Solo. Nova Solo may terminate this Agreement by providing written notice to Retailer:
       • For any reason or no reason, which termination shall become effective no less than 30 days after delivery of the written notice; or
       • If Retailer breaches any provision of this Agreement, and either the breach cannot be cured, or if the breach can be cure, it is not cured by Retailer within twenty (20) days after Retailer’s receipt of the notice.
    2. Right to Terminate by Retailer. Retailer may terminate this Agreement upon written notice to Nova Solo if Nova Solo materially breaches any provision of this Agreement and either the breach cannot be cured, or if the breach can be cured, it is not cured by Nova Solo within twenty (20) days after Nova Solo’s receipt of the notice.
    3. Bankruptcy or Cessation of Business. Subject to applicable law, this Agreement shall terminate automatically upon either Party’s cessation of business, election to dissolve, dissolution, insolvency, failure in business, commission of an act of bankruptcy, general assignment for the benefit of creditors, any levy, attachment or foreclosure, or the enforcement of any of the rights of a secured creditor of Retailer or Nova Solo or the filing of any petition in bankruptcy or for relief under the provisions of the bankruptcy laws.
14. EFFECT OF TERMINATION OR EXPIRATION.
    1. Obligations of Retailer. Upon the expiration or termination of this Agreement for any reason, Retailer shall immediately cease using and shall deliver to Nova Solo, or destroy and certify such destruction, promptly upon request: (a) any unused Nova Solo sales literature; (b) all Nova Solo IP in the possession of Retailer, including the Brand Policies; and (c) other written information and materials supplied to Retailer by Nova Solo, or downloaded by Retailer from any URL owned by Nova Solo. On termination, Retailer shall immediately discontinue all sales of Nova Solo Products and all use of Nova Solo’s Trade Secrets, and shall cease to identify itself as an authorized independent retailer or sales agent for Nova Solo.
    2. Obligations of Nova Solo. Upon the expiration or termination of this Agreement for any reason, Nova Solo shall immediately cease using and shall deliver to Retailer, or destroy and certify such destruction, promptly upon request all Retailer IP in the possession of Nova Solo, and any written information and materials supplied to Nova Solo by Retailer, or downloaded by Nova Solo from any the Website.
    3. Survival. The covenants and conditions herein which, by their terms or nature, extend beyond the termination or expiration of this Agreement, shall survive such termination or expiration until fully performed.